Partnerships Common Units. The Support Agreement will terminate upon the earliest of (i) the effective time of the Merger, (ii) the termination of the Merger Agreement in
accordance with its terms, (iii) the election of such subsidiary following a change in recommendation by the GP Board in accordance with the terms of the Merger Agreement or (iv) the mutual written agreement of the parties thereto.
The board of directors of VLO (the VLO Board) delegated to a special committee consisting of VLO Board members who do not own any
Common Units (the VLO Special Committee) the full power, authority and responsibility to review, evaluate, negotiate and approve the Transaction, for and on behalf of the VLO Board and VLO. The VLO Special Committee has unanimously
approved the Transaction.
The GP Board directed its Conflicts Committee, composed entirely of independent directors (the GP
Conflicts Committee), to review, evaluate, negotiate and provide special approval of the Transaction. The GP Conflicts Committee, after consultation with its independent legal and financial advisors, and following negotiations between the GP
Conflicts Committee and the VLO Special Committee, unanimously approved the Transaction and determined that the Transaction is fair and reasonable to the unaffiliated holders of the Partnerships Common Units and in the best interest of the
Partnership. Following the determination of the GP Conflicts Committee, the GP Board unanimously approved the Transaction and determined that the Transaction is fair and reasonable to the unaffiliated holders of the Partnerships Common Units
and in the best interest of the Partnership.
The foregoing description of the Merger Agreement and Support Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and Support Agreement, which are attached hereto as Exhibits 2.1 and 99.2, respectively, and are incorporated herein by reference. The
representations, warranties and covenants set forth in the Merger Agreement have been made only for purposes of, were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the parties to
the Merger Agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, such representations and warranties (a) will not survive consummation of the
Merger and cannot be the basis for any claims under the Merger Agreement by any contracting party after termination of the Merger Agreement, except as a result of intentional and material breach or intentional fraud, and (b) were made only as
of the date specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be
fully reflected in VLOs or the Partnerships public disclosures. Accordingly, the Merger Agreement is incorporated by reference herein only to provide investors with information regarding the terms of the Merger Agreement, and not to
provide investors with any other factual information regarding the Partnership, VLO or their respective affiliates or businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information
regarding the Merger Agreement, the Partnership, VLO and their respective affiliates and businesses that will be contained in, or incorporated by reference into, the filings that the Partnership and VLO make with the Securities and Exchange
Commission (the SEC).
Forward-Looking Statements
This report may include forward-looking statements. The safe harbor provisions under Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934 do not apply to forward-looking statements made or referred to in this report. All statements, other than historical facts included in this report, are forward-looking statements. The
forward-looking statements contained herein include statements related to the Transaction as described above. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of VLO and the
Partnership, including the risk that the proposed Transaction is not consummated at all. All forward-looking statements speak only as of the date of this report. Although VLO and the Partnership believe that the plans, intentions and expectations
reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed,
implied or forecast in such statements.
VLO and/or the Partnerships ability to consummate the proposed Transaction and their
respective businesses may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond the control of VLO and the Partnership. These factors include, but are not
limited to, failure of closing conditions and changes to business plans, as circumstances warrant. For a full discussion of